Coping with health problems is largely a dyadic affair for married couples. The partner is simultaneously exposed to the same stressor (the spouse's illness) as the spouse, the distress created by that stressor, the spouse's coping efforts, and the long-term consequences of the stressor. This issue has been largely ignored in the family caregiving literature, which typically designates only one person as the care recipient. The proposed study tests a multilevel model of the link between changes in physical health and changes in emotional distress in middle-aged and older married couples. The theoretical model is based on social contextual models of stress and well-being and is longitudinal and dyadic. By emphasizing the interdependence of spouses, we take into account correlation in emotional distress within couples and investigate predictors of variability in distress within couples and between couples. The dyadic nature of the model also allows exploration of potential asymmetry between spouses in the strength or direction of effects. Specific aims are: 1) to investigate the extent to which emotional distress varies over time within and between married couples; 2) to determine whether within-couple variability in emotional distress is predicted by changes in one's own physical health and by changes in the partner's physical health, controlling for gender, age, education, and work status; and 3) to examine the extent to which between-couple variability in emotional distress is predicted by couples' race/ethnicity and socioeconomic status. A secondary aim is to examine the moderating role of marital quality on the relationship between physical health and emotional distress. These relationships will be examined using secondary analysis of three federally-funded, nationally-representative, multistage area probability surveys (the Health and Retirement Survey [HRS], the Asset and Health Dynamics of the Oldest-Old Survey [AHEAD], and the Americans' Changing Lives Survey [ACL]). The total N is 6,058 couples across the 3 samples, with 3 waves of data collection. Analyses will be conducted with multilevel structural equation modeling that permits analyses of longitudinal measures on both members of the couple. The contributions of the proposed research are its delineation of the longitudinal relationship between emotional distress and physical health within married couples and its identification of both individual-level and couple-level characteristics that, in addition to physical health, influence emotional distress.